VWAV Visionwave Holdings, Inc. - 8-K

Item 8.01. Other Events.

On May 17, 2026, VisionWave Holdings, Inc. (the “Company”)
entered into a Share Exchange and Swap Agreement (the “Agreement”) with T3 Defense Inc. (“DFNS”), a Nasdaq-listed
company. Pursuant to the Agreement, the Company to issue and delivered to DFNS 475,492 newly issued shares of the Company’s common
stock (the “VWAV Exchange Shares”). In exchange, DFNS to issue to the Company 6,000,000 newly issued shares of DFNS common
stock. The VWAV Exchange Shares were issued at the Nasdaq closing price of the Company’s common stock on May 15, 2026 ($5.590 per
share), for an aggregate value of approximately $2.658 million.

The VWAV Exchange Shares to be issued as “restricted
securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), in a
private placement exempt from registration under Section 4(a)(2) of the Securities Act and bear a customary restrictive legend. The Agreement
contains customary representations, warranties and covenants, and the shares are subject to additional contractual restrictions on transfer
and legend removal that require the prior written consent of both parties.